Cars 2: Mater's Spy Chase
by Phoenix Ride
Summary: Based on the movie. Mater gets stuck in the world of esponiage while helping Lightning try to win a worldwide race. Dangerous thrills, and bad guys at every turn, will Lightning and Mater ever make it back home alive? Find out! Warning: Cotians Spoilers
1. Chapter 1: Ticket To Race

**Cars 2: Mater's Spy Chase**

**By: Phoenix Ride**

**Ch.1: Ticket To Race**

It was another beautiful day in Radiator Springs. The sun was shining, the gas was flowing, and business was booming. Ever since Lightning McQueen had made Radiator Springs his big racing HQ two years ago, tourism was flying through the roof.

Cars came from all of the country to not only see the small town, but also the musuem at which Mater was the happy tour guide. Mater had become much more than your average tow truck during the last two years.

He was a great storyteller and the heart and soul of the whole town. People always looked to him for having a good laugh. And even though Mater loved being both a tow truck and a tour guide, his favorite title of all was being the best friend to Lightning McQueen.

Ah, how he missing the good ol' days when he and his buddy would go tractor tipping in the fields, play pranks on one another, and drive backwards through the street. But ever since Doc Hudson got pulled off to that big garage in the sky, the kid had been pushing himself harder to make his old teacher proud.

" I just wish we could have another adventure again," thought Mater to himself.

Excitment suddenly began pouring through the streets as the eighteen wheeler, Mack, showed up, letting out a grinning Lightning McQueen from the back holding out his newest Piston Cup.

A crowd suddenly formed around the famous red sportscar, only to be divided when Mayor Sally drove up to see her boyfriend. Ever since Doc Hudson died Sally had stepped up to take his place. The town may have been the same without Doc, but with Sally around things still ran smoothly.

"Let's get out of here Stickers," said Sally, and carefully navigated Lightning through the paparazzi and into Flo's. Mater followed in after his buddy, and congradulated him on the win.

The inside of Flo's cafe had been changed into a lounge, where cars could hang out, play pool, and even watch racing on T.V. What was going on the tube right now was a race somewhere over in Italy, with a colorful green, white, and red speeding past the finish line. Sally immediately swooned and dashed over towards the T.V. Lightning immediately became jealous, what had happened to him?

"Who is this guy?" asked Lightning, driving up to where Sally, and sevral other female cars were parked.

"The Star of Italy, Francesco Burnelli" said Sally lovingly " I just love those open wheels,"

"He's the fastest racecar in the world," said a pink, female car.

"The best," said a yellow, female car.

"What? Are you kidding?" said Mater, driving over " no one's faster here then my pal Lightning. I bet he can beat this Francesco of yours with one wheels tied around his back,"

"Thanks Mater," said Lightning to his friend.

"Oh really" said the yellow car " then let's see him prove it, at the World Grand Prix,"

"Your on!" shouted Mater, then looked confused " what's a World Grand Prix?"

* * *

" The World Grand Prix" explained a black racecar named Lewis " is a new worldwide race produced by Miles Axeilord. Three races taking place in Japan and Europe. Whoever wins the race wins the title of the fastest car in the world,"

"That big huh?" said Lightning.

"Yeah" said a yellow racecar named Jeff " you plan on entering it dude,"

"Unintentionally" said Lightning " but who can ignore a good race. And the chance to be the fastest in the world, who can miss a shot like that? My friends are fixing up a good luck party as we speak,"

"See you on the tube man" said Jeff " we know your gonna win,"

And with that said, Jeff and Lewis drove off. As soon as his racing buddies were gone, Lightning lost his smile, and solemnly drove over to where the statue of Doc Hudson lay. The statue had been built in memorial for the old racecar's death, and it made Lightning sad everytime he looked at it.

"Something wrong Stickers?" asked Sally, driving up next to McQueen.

"Just thinking of an old friend" said Lightning, nuzzling up to his girlfriend " how I wish he could be here at this race,"

"You have to find another Crew Chief you know?" said Sally.

"I know," said Lightning.

"So who's it going to be?" asked Sally.

Silence was her only answer.

* * *

The party was great! Music was playing, people were chatting, and Mater was putting on a catering show for all the guests. No he wasn't making the food, Flo was. He was just serving it.

Throughout the whole party, Lightning was thinking very hard on what his pit crew for the big race should be. Luigi and Guido were a must of course. If Lightning ever got a flat tire during a race he knew exactly who to call. Fillmore and Sarge usually handled the gas mileage.

Basically, it was the same exact pit crew he normally took to his Pitson Cup races, except for one thing, the Crew Chief. Who would be worthy of taking Doc's place?

Sally couldn't do it, she had a whole town to run. Red was to big to fit on a plane, and Lizzy was to old. The Shierff was smart, but he was on duty all the time now that tourism had found it's way to Radiator Springs. Flo had to run the gas station, so that only left one choice.

"Hey Mater" said Lightning " how'd you like to see the world with me?"

"Huh, you mean it?" said Mater, surprised.

"You bet buddy" said Lightning " so what do you say?"

"What do I say?" said Mater " Woooeee!"

With that said, Mater began driving back and forth all excited. He couldn't believe it, his wish had been granted! This going to be his and Lightning's greatest adventure yet!

* * *

Meanwhile, at their headquarters in Japan, secret agent Finn McMissle and Holley Shiftwell had just arrived back from a narrow escape aboard a flaming oil rig, failing to incarcirate the infamous Professor Z.

As Holley went to file the report, Finn recieved a incoming message from one of his American contacts who had been researching into Professor Z. According to the message, one agent had found out some crucial information about the Grand Prix, and would redevous with British Itelligence at the big welcome party for the racers.

"We'll be there my friend," said Fin to himself, and with that said, he drove off.


	2. Chapter 2: Caught In The Crossfire

**Ch.2: Caught In The Crossfire**

It was a long and exciting plane ride to Tokyo, Japan. Mater was bouncing off the walls with excitement. The rusty, brown tow truck had lived over in Carburator County for nearly all his life, and now Lightning had invited him to join his little adventure around the world, he was triple excited!

Lightning shook in his head in amazement at his friend's enjoyment, as their plane steadily guided it's way into the airport. A big galla was being held at the Tokyo Hotel tomorrow evening, and he just hoped Mater would behave.

"Wowwe," were Mater's first words, when he and Lightning drove out of the airport and got their first glance at Tokyo.

The city was bustling with modified cars and imports, while signs of the city were shining brighter than Christmas lights. Driving around, it felt like you were a hole different world. With so many new things to experince, it was hard to know where to start.

Mater and Lightning watched a puppet show at the Kabuki theater, at which Mater stopped by the gift shop to purchase an umbrella and get himself a Kabuki makeover. Transforming his once brown color to a stripey pattern of red and white.

They even to the time to a car to car sumo wrestling match, before retiring to the hotel for the party tomorrow. While the two best buddies went to sleep, a sleek blue car had arrived as well. His name was Rod, Rod 'Torque' Redline.

The secret agent who had sent Finn McMissle the message the night before. His eyes scanned the crowd, looking for lemons, and sighed in relief when he spotted nobody there.

He couldn't risk being caught by Professor Z's goons now, not with his meeting with his superiors so close. And he certianly couldn't lose the important information he had to give them about the World Grand Prix.

"Relax Rod" said Rod to himself " you survived the Cold War, you can survive this now,"

With that said, Rod drove into the hotel to sleep for the night. A couple of Professor Z's henchmen soon following behind him.

* * *

Next evening, the party was in full swing. More than a hundred had to have showed up for this event. The song 'Perfume' was echoeing through the room, purple and blue lights were bounding off the walls, and a gaint T.V. screen hung in the corner of a stage.

"Wow look at this" said Lightning, then turned to Mater " ok, Mater remember, best behavior ok?"

"You got it buddy" said Mater, then drove off distracted " hey what's that?"

Before Lightning could chase off after Mater he got distracted by his pals Lewis and Jeff, who had come all the way from the states just to see him race. The converstation was immediately cut short when Lightning had to go stop Mater for bothering the zen master working on his sand garden.

Reminding Mater to behave himself was also cut short by the arrival of Franceso Burnelli. The hot racecar that Sally really seemed to like. Jealously built up in Lightning's viens right away as he watched Franceso start milking the press. But he supposed he should try to be a good sport and wish Franceso luck in the race tomorrow. So denying all his other instincts, Lightning and Mater drove over to see Franceso. The Italian racecar immediately noticed their arrival.

"Ah, Lightning Mcqueen, buenas aira," shouted Franceso.

"Ah, nice to meet you Franceso...," started Lightning, before being interrupted.

"Nice to meet you too" said Franceso " you are very good looking. Not as good as thought, but your good,"

"Excuse me" said Mater " can I get a picture with ya?"

"Ah, anything for McQueen's friend," said Franceso, as Mater drove over to stand beside him.

"Miss Sally is gonna flip when she sees" said Mater, as the cameras snapped. Lightning sighed, but he didn't notice and continued. " She's Lightning McQueen's girlfriend. She's a big fan of yours,"

"Ah, she has good taste," said Franceso.

"Mater's prone to exaggeration" said Lightning quickly " I wouldn't say she's a big fan,"

"Your right" said Mater " she's a huge fan! She goes on and on about your open wheels here,"

"Well mentiong it once doesn't qualify as going on and on," said Lightning.

"Fransceso is familiar with this reaction to Franceso" said Franceso " women like a car that has nothing to add,"

Lightning grunted in discomfort and decided to end this converstation now before it got really uncomfortable.

"See you at the race," said Lightning.

"Yes you will see Francesco" said Francesco, turning around to show his tail saying 'Ciao McQueen' " like this here,"

"So getting beat tomorrow," Lightning growled under his breath.

Leaving Lightning alone to go mingle with the rest of the crowd, Mater made his way over to the snack court. Just about that time, Rod 'Torque' Redline arrived at the party looking for his British contacts, when he spotted two very familiar cars in his rearview mirrors.

"There onto me" thought Rod " I got to dump the intel,"

Just then Mater drove up with a tray full of wasabi. Seeing his chance, Rod quickly drove up to Mater and delivered his intel.

"Grand Prix in trouble. Professor Z. Beware of lemons,"

"No this ain't lemons, it's wasabi" said Mater " at least that's what I think he said,"

Grem and Acer were getting closer, and without anymore time to deliver what he meant Rod dashed off with Grem and Acer chasing behind him. The blue spy car soon found himself cornered in a square shaped room, and was soon taken out by Acer.

"That's takes care of him," said Grem.

"But what about the car he was talking to?" said Acer " could that be the agent?"

"Not a chance" said Grem " the car was blue remember. You can't really believe that a tow truck could even quailify to be a secret agent,"

"Yeah, I guess your right," said Acer, as the two cars drove off.

Of course, by then Mater had found his way to the bathroom, and was having a hard time trying to figure out how the toilet worked. His scream echoed through the halls as he was sprayed and carwashed.

Grem and Acer both heard the screams coming from the bathroom and decided to investigate. Acer was driving close to the stalls, when one of the stall doors flew open and hit him the face.

Grem narrowed his eyes when Mater rolled out to see who he had hit. His eyes widened in shock.

"Wow" he said " a Gremlin and a Pacer. Man, I haven't seen cars like you in a long time. Piece of advice, do not go in there!"

Grem and Acer just glared at Mater as he turned to drive out the restroom.

" Zee you fellows at the World Grand Prix," said Mater.

"Still think we got the right car?" asked Acer, turning to Grem.

"Yes I'm sure!" shouted Grem, then conceded " but maybe we should keep an eye on him just in case,"

* * *

"This is exhausting Finn" said Holley, to Finn on her communicator " I've been all around this party and have yet our American contact,"

"He's there somewhere Holley" said Finn over the line " keep searching,"

" 'Scuse me mam," said Mater, finally coming out of the bathroom.

"Oh no" thought Holley as soon as she saw the tow truck " this cannot be him,"

"Is he American?" asked Finn.

"Look out ladies, Mater is soon to get funky," said Mater whipping his tow line.

"Extremely," said Holley.

"Then it's him," said Finn, signing off.

Reluctantly, Holley drove up beside Mater and began to introduce herself. Although, the first time Mater eyes first saw the beautiful shine of her sleek, purple body all he could see was love at first sight.

He didn't listen throughly to the parts where Holley had told him she was a spy, but when she mentioned the World Grand Prix, Mater instantly began talking. Unfortunately, Grem and Acer came out of the restroom just in time to hear what was being said.

"Oh yeah" said Mater " I was just talking to this other car about the Grand Prix. Said there was going to be big trouble with lemons and a Professor Z,"

"He knows to much" said Grem, finally believing that Mater was the spy " let's get him!"

"I told you so," said Acer, chasing after his partner.

Holley noticed the two cars coming there way and instantly turned around telling Mater to run before speeding off. Not knowing what kind of danger he was in, Mater just turned to the right and drove away, letting Grem and Acer fly right past him into the Snack Court.

Needless to say, the conissuer wasn't to happy at having two rusty cars spoiling his food. Mater drove up next to Lightning who had by then gathered up Luigi and the others.

"Come on Mater" said Lightning with a big yawn " gonna need my beauty sleep for that race tomorrow,"

"I just saw a beauty," Mater said to himself as he followed his friend back to the hotel.

Grem and Acer finally managed to pull themselves free of the cart, their hoods covered with wasabi. Grem immediately turned on his communicator to talk to Professor Z.

"Professor, we got a problem" said Grem " the American spy still lives. He's disguised as a tow truck, and he knows about our plans for the Grand Prix. He almost contacted about British agent before we called you,"

"Then silence him" said Professor Z, over the line " if he manages to contact Finn, all our plans will be lost. Do I make myself clear Grem?"

"Crystal sir," said Grem.

"Good" said Professor Z " the project must go as planned. If that means a few lost cars, then so be it,"

* * *

"What happened Holley?" asked Finn, as soon as Holley arrived back at HQ.

"Professor Z is on his tail" said Holley " he was only able give me some of the information. Finn, the World Grand Prix is in trouble,"

"We must keep a sharp eye on our fellow agent" said Finn " if Professor's Z's men get to him first we'll never know what their plans are. Keep a close eye on him, and make sure nothing goes wrong,"

"Yes Sir," said Holley, rolling up to her desk.

"Funny" she thought " for a tow truck, he's kind of cute,"


	3. Chapter 3: Target Locked

**Ch.3: Target Locked**

The big race was finally here, and Lightning was more than ready to take Francesco down. Excited cheers reigned through the stands, as the green light flashed on signaling the racers to go.

Wind screaming againist his face and the joy of competetion fueling his drive, Lightning McQueen used his skills to the max to catch up with the elusive Francesco. From the pit, donned in the Crew Chief's offical microphone and headphones, Mater was watching the whole race through a gaint plasma screen.

Every Crew Chief had been given one of these screens so they could keep an eye on their racers and the track. This way the Crew Chief's could tell their racers what to expect and how to best handle the situation.

As the race headed past the bridge and downtown, Lightning and Francesco were neck and neck. It didn't seem there would be a chance for Lightning to get past the sporty Italian car, until Mater grinned at the section of track up ahead. Soon all the racers were hot-wheeling in the dirt.

"McQueen it's time to make your move" said Mater into his microphone " get on the outside and show them what Doc done taught ya,"

"Ten four Mater," came Lightning's response.

As the dirt section came up, Franceso hit it with to much speed and started sliding to matian control. Lightning grinned as he made his move and slipped past Francesco with ease. Now Lightning was leading the charge while Franceso was eating the dust.

"Great call Mater" said Lightning " keep it up,"

Mater smiled at Lightning's praise. To tell the truth, he didn't think he would be quite the Crew Chief Doc was, but he was trying, and so far it looked like he was doing a good job.

* * *

Meanwhile, from her HQ, Holley was watching the race on her own private T.V. screen, looking for anything usual in the mist. So far, everything seemed to be normal, until that is, she spotted quite an array of Professor Z's agents roaming around.

Instantly, she contacted Finn, who was on the way to the race, and told him what she discovered. Finn immediately asked who they seemed to be going after. When she checked her screen, Holley gasped to see the American she had met at the party last night standing in one of the pits.

"It's the American agent" said Holley to Finn " thier after him!"

"Get him out of there!" yelled Finn " I'm on my way!"

Quickly, Holley hacked into Mater's headphone frequency surprising the rusty tow truck. The instant Mater recgonized who was talking to him, he fell instantly into a love chat, ignoring the dire warning Holley was trying to deliveir him.

Holley was getting frustrated at Mater's lack of attention and ordered him to get out of the pit. Assuming that Holley was asking him on a date, Mater drove out of the pit in order to redevous with the love of his life. Leaving Lightning to carry on the race alone.

* * *

As Mater left the pit, Grem and Acer were on their way to silence Mater once and for all, when suddenly Finn came in to stop them. Turning one of his tires into a razor-edged blade, Finn charged at the two lemons and started to fight.

Mater was fixin' to drive past the alley, when all the commotion caught his ear and he turned to look.

"Wow" he thought " a karate demonstration,"

Forgetting all about his supposed date with Holley, Mater just watched in amazement as Finn continued to battle againist Grem and Acer. For a moment, it looked like the silver, spy car was gaining the upper hand, until Grem pulled a sneaky move, and Acer moved in to finish the car off.

Seeing that kind of dirty play motivated Mater to step in with his tow line and throw Acer away. Grem growled at Mater for a split-second before retreating with his flung partner. As soon as the two lemons were gone Mater turned his attention to Finn.

"Are you ok buddy?" asked Mater.

"Yes" said Finn, getting up " thank you my friend,"

Before the converstation could continue further, fireworks shot up into the air, and cheers rang loud catching both cars attention. Shock registered on Mater's face as he realized what all of this could mean, said a quick goodbye to Finn, and dashed back to the race to see who had won.

What he saw was not a very joyous sight, Lightning McQueen had lost.


	4. Chapter 4: Divided Paths

**Ch.4: Divided Paths**

Lightning drove back to the pits, angrier than he had ever felt in his life. Sarge, Guido, Luigi, and Fillmore instantly feld in fear at Lightning's approach, but Mater just stood there, shivering with regret and nervousness as his best friend's angry eyes landed on him.

"Where were you Mater?" demanded Lightning " Fransceso suck behind me and won the race because you weren't there to warn me. What happened Mater?"

"I just...I just," Mater stumbled over his words, before being interrupted again.

"You know" said Lightning " I don't even why I think you could have pulled off this job. I just wish I'd seen it sooner than this,"

"But Buddy I," said Mater as Lightning drove past.

"You should have just stayed home," whispered Lightning, and drove off leaving Mater alone in the pit.

Left, abandoned and alone, Mater broke down and cried. No one to witness his tears as pain echoed through his heart. For the first time in his happy go lucky life, the rusty tow truck drove around with a frown on his face. He didn't speak to anyone once he returned to the hotel, and went to sleep in silence.

When morning came, the time had come to fly over to Paris to get ready for the next segment of the race. As Mater passed through the lobby, he wasn't surprised to see that McQueen and the others had already left without him, only deepening his sorrow.

With a heavy heart, he drove to the Tokyo airport to board a flight to Paris. As he was waiting in line to go through customs, a police car suddenly pulled up beside him and ordered Mater to follow him.

Mater was worried about what he could have done wrong this time, as he followed the police car to a seperate part of the terminal. Halfway through convincing himself that nothing was wrong, the police car escorting Mater suddenly turned into a form he recgonized.

"Hey I know you" said Mater, once he saw the sleek, silver car " you're that fella from the karate demonstration,"

"I never properly introduced myself" said Finn, turning to Mater " Finn McMissle, British Intellegence,"

"Tow Mater" said Mater " average intellenge,"

A sudden beeping on Finn's mirror alerted him to danger.

"We're being followed," he said.

"You know I know some karate" said Mater, as Finn concentrated on cutting the glass of a nearby window " I don't want to brag or nothing, but I got me a black fan belt. Heyahh! Haha!"

Grem and Acer heard Mater's karate yells, and instantly dashed to where the sound was coming from. Stopping mid-chop, Mater was about to turn back around so he could catch his flight, when Finn latched a line onto his hook and drove Mater out the window.

Mater was surprised about this unexpected detour as Finn raced him down the tarmac. Grem and Acer growled at the sight of thier fleeing target and began to chase after Finn and Mater.

"You're karate fellas are back here" said Mater " it kind of looks like thier trying to catch up,"

"Drive forward" said Finn " whatever you do don't stop!"

With that said positions changed. Now Mater was the one racing Finn down the tarmac. Grem raced up and about to obilerate Finn and Mater with his missle launcher, when toppled him over with a car jack and threw the missle off course.

"Finn it's Sid I'm on approach," radioed a voice in Finn's head.

"Roger that," said Finn, then turned to Mater " our flight should be arriving soon, just keep going forward,"

"Alright," Mater yelled back. Then his eyes widened in surprise when he saw what was up ahead.

A long line of carry-on luggage was blocking the path and Mater was going to fast to stop! Bracing himself, Mater plowed through the barricade and somehow managed to make it through. Acer growled in disappiontment that his plan failed and gave chase.

By that time, Siddley had arrived and flew a few feet ahead of Mater, opening his cargo doors. Holley appeared at the entrance telling Mater to hurry and drive aboard. Not willing to dissappiont his new crush, Mater hopped aboard the plane, dragging Finn behind him, and all three cars escaped.

"Acer to Professor Z" said the green car into his communicator " the American spy got away, and he's with Finn McMissle,"

"Find him" growled Professor Z over the line " I want that tow truck brought to me at once. If his his spy friends get in the way, then they'll suffer as well,"

* * *

"Whew" said Mater, looking around Sid's interior " this is one snazzy flight you booked for me,"

"You're aboard Siddley" said Finn " the finest spy jet anyone can ask for. I figured his assistance was nessacary ever since you became a target for Professor Z's henchmen,"

"Who?" asked Mater, confused.

"Professor Z" said Holley, driving up " is a master weapons designer planning on sabatoging the World Grand Prix. When he found out that you had top secret information that could ruin his plans, he sent his minions out to destroy you,"

"Why would he do that?" asked Mater.

"Your cover" said Finn " by working as a Crew Chief and acting as if you know nothing about the case, Professor Z has considered you a danger that needs to be removed. Especailly since your friend McQueen seems to favorite in order to win,"

Mater was shocked when he heard this, not only was this Professor Z after him, but Lightning too. Even though the tow truck and racecar were on bad terms at the moment, he couldn't let anyone hurt his buddy.

"McQueen needs your help Mater" said Finn " are you ready?"

"Is the Popemobile catholic?" said Mater.

"Siddley! Paris!" said Finn.

"Roger," said Sid.

With that said, the spy plane jetted off to Paris, dragging Mater along for the ride.


	5. Chapter 5: A Talk With Sally

**Ch.5: A Talk With Sally**

It was a beautiful day to be driving around in Paris, but Lightning was barely taking notice in the scenery as he steadily rolled along, his head echoing with the cruel words he had said to Mater last night. Mater was his best friend, how he could yell at him like that? Just for one mistake!

"Down Stickers?" said a familiar voice, making Lightning turn around. His eyes widened in surprise when he spotted Sally.

"I saw the race" said Sally, driving up her boyfriend " what happened out there?"

"I lost because Franceso surprised me" said Lightning " then I yelled at Mater for making me lose the race,"

"What?" said Sally, shocked " how could you talk to Mater like that?"

"I don't know" said Lightning " I was just so angry. I thought that if I didn't win this whole event, you would still see me as no better than Francesco,"

"Oh Lightning" said Sally " Franscesco may be one of my favorite racecars, but you're my boyfriend, how can I love anyone else besides you? It's nobody's fault you lost the race, and you shouldn't put yourself down about it either. First of all, you should apologize to Mater, I have a feeling he may be suffering worse than you are,"

"With the arguement I put him through" said Lightning, solemnly " how do I know he'll even forgive me? How do I know he won't hate me, and come support me in the race? I mean, I don't even know where he is now,"

"Mater may be a lot of things" said Sally " but one thing that never changes is his compassion and willing to forgive. I'm sure if you can just find the right words, you'll be friends again in no time,"

"Your right" said Lightning " I'll phone Radiator Springs tomorrow after the race and apologize,"

"Good plan," said Sally, giving her boyfriend a proud kiss. And with that, they both drove off to the hotel, together.

* * *

Meanwhile, in another part of Paris, Siddley touched down letting Mater, Finn, and Holley climb off. Due to Mater's lack of crucial information, Finn had decided to corner one of his local informants and see what they had to offer.

In minutes they were cruising down the shady marketplace of Parie. Mater had to resist every erge he could not to stop and do some shopping. The one shop he did stop at was owned by crazy woman who collected headlights, and was about to collect his before he ran away.

Scared about anymore shopping, Mater was relieved when Finn finally found his contact. An old, three wheeler by the name of Tomber. Taking a meeting to a private warehouse where they couldn't be heard, Tomber handed Finn a very interesting photo of a car's engine.

"I believe this could be the master the behind your crime," said Tomber.

"Whewee" said Mater, looking at the photo " that's one of the worst engine designs ever made. Although whoever it belongs to seems quite happy with the upgrades he's getting,"

"Upgrades?" said Finn, confused " what do you mean Mater?"

"Well look here in the corner of this picture" said Mater " all those boxes of rare parts,"

"Tomber, do you anything of this?" asked Finn.

"Yes" said Tomber " I had a buyer for time always asking for rare parts, but never met him in person,"

"I tell you what" said Mater " I bet you any lemon would love to get thier hands on those,"

"What are you talking about?" asked Holley.

"You know" said Mater " a lemon. Like that Gremlin and Pacer I encountered at the welcome party,"

"Wait a minute" said Holley, a lightbulb going off in here head " all the henchmen we detected at the race last night, where the world's greatest loser cars,"

"They got a secret cansino in Paris somewhere" said Tomber " but you'll never get inside,"

"We'll take our chances" said Finn " Holley, Mater, let's go! We got bad guys to stop,"


	6. Chapter 6: Lemon Range

**Ch.6: Lemon Range**

The next morning, Sally took charge as Lightning's Crew Chief since Mater was no longer there to support him. The poor racecar felt so guilty about the way he yelled at Mater, and for once wasn't worried about his self-pride.

Never once in the few years had he invited Mater to any of his races, and yet the rusty tow truck always found the time to share his fun-loving experinces with everyone he meets.

Racecars throttled at the starting line, as the lights got ready to go. Taking a deep breath, Lightning cleared his mind and whispered to himself.

"This is for Mater,"

The lights flashed green and the race was on.

* * *

Meanwhile, somewhere else, Finn and Holley had found the perfect cover for Mater to sneak into the casinio undetected. Turns out one of the casinio's regular visitors, Victor Hugo, could not drive around on his own and needed a tow truck to carry him around everywhere he went. But in order for Mater to pull off this cover, he needed a few upgrades.

Screwing on a headlight-like disguise device ontop his back, Mater's voice could now activate whatever disguise he wanted. He tried many of them out before Finn made him stop and focus on the diesel disguise. However something seemed a little bit off.

Pieces of the disguise were wearing off, because of some dents on Mater's surface. Holley started to polish off the dents until Mater stopped her in her tracks.

"No don't do that" said Mater " these dents are valueable to me,"

"Valueble?" said Holley surprised.

"Yep" said Mater " each dent represents another great time with my best friend Lightning McQueen. I treasure every moment of fun we spent together,"

"So you weren't joking then" said Holley, shocked " Lightning McQueen is really your friend,"

"Friendships can be dangerous in our line of work Mater," said Finn.

"But my line of work is towing and salvage," said Mater.

"Right, and I'm the Easter Bunny," said Finn, sarcastically.

"I'll polish around the dents," said Holley, with a wink.

"Meanwhile" said Finn, pressing another button " you seem to be a little light on weapons,"

* * *

A few minutes later, after Mater had been upgraded, Holley went up the cansinio to lure the other tow truck away so Mater could replace him, while Mater waited on the other side of the building.

"Alright Mater it's almost time" said Finn over the communicator " keep up the role of the idiot tow truck and no one will suspect a thing,"

"You got it" said Mater, then suddenly realized something " wait a minute, idiot? Is that how you see me?"

"That's how everybody sees you" said Finn " isn't that the idea? No one realizes their being fooled cause their to busy laughing at the fool,"

Mater was hurt when Finn finished saying those words, and stared at his reflection in a nearby window, wondering whether or not he should help his new spy friends anymore. Just as he was about to give up though, Holley came around with the captured tow truck, and hurriedly urged him to go on with the mission.

Figuring he may as well do it, Mater disguised himself as the captured tow truck, and met up with Victor Hugo's other escorts waiting at the door. Victor Hugo soon arrived and Mater towed him to the meeting room in the casinio, where the big boss was rumored to appear.

However, when the doors opened up again, all the lemons groaned at the sight of Professor Z, disappionted that it was not the head honcho that arrived. T.V. screen suddenly extended from the cieling showing the picture of the same engine that Tomber had given Finn and Holley. A disguised voice suddenly floated through the air revealing the whole scheme.

Turns out Allinol was explosive when hit with an electro-magnetic pulse, which explians the weapon Finn saw at the oil platform that night, and the lemons were using the fuel's explosive properties to force everyone to go back to regualar gasoline. That way the lemons could be rich!

Mater watched in horror as the T.V. screen flipped to the race that was happening right this minute, and car by car exploded on the track, causing a big pile up to occur behind the leaders, McQueen and Francesco.

Lightning McQueen finished in first place, much to Francesco's cargin, but when both racecars noticed that no one else was behind them they got worried. Especailly when the medical staff flew onto the field.

The whole racetrack suddenly went into a panic, and Miles Axelrod appeared on screen, looking sad that his fuel seemed to be causing everyone misfortune, and announced that the last race would be run on pure gasoline.

All the lemons in the casinio cheered that Allinol was no more and Mater was shaking inwardly with fear. Holley's voice suddenly sounded urgently over his com link.

"Mater" said Holley " Finn's been captured trying to stop them from blowing up the racers. You got to get out there now, huh!"

"How's your grandfather?" sounded a sinister voice on the other end, before the line went dead.

Worried about Holley and Finn, Mater was fixing to leave the casinio when one of Victor Hugo's escorts approached and demanded he stay. Having no choice, Mater remained in the room, just in time to see Lightning appear on the T.V. screen.

He insisted on using Allinol for the last race, saying that Fillmore had checked it out and there seemed to be nothing wrong with it.

"I didn't listen to my best friends once" said Lightning " I won't do that again,"

Mater was touched, but all the lemons in the casinio were furious. But Professor Z immediately came up with the solution.

"Lightning McQueen must die,"

That statement shocked Mater so much that he backed up and broke his disguise emitter, revealing his true rusty tow truck form.

"It's the American spy!" shouted Professor Z " get him!"

"Dad gum" said Mater, activating his gappling guns by accident. When he saw his mistake, he quickly accompanied it with " Aw Shoot!" and the guns began firing all around the casinio.

Taking cover from the gunfire, the lemons growled as Mater rolled his way onto the balcony, where his bullets began to exhaust.

"Shoot I didn't mean it," said Mater.

"Correction aknowledged," said the computer, activating his parachute, making him glide away from the casino.

Using the glider to his advantage, Mater soared his way over to the racetrack to warn McQueen about the imposing danger, barely managing to get past the gate when he finally landed on the ground.

A surrounding crowd of reporters stood in the way, begging to statement from McQueen on his unexpected victory.

"McQueen! McQueen!" Mater shouted over the noise of the crowd, still trying to get to his buddy " they're going to kill you!"

"Mater?" said Lightning shocked to hear his friend's voice. When he turned around and saw a tow line hanging above the crowd, his face brightened with joy, as he immediately rushed over " Mater! Mater!"

However, when the crowd parted to make way for Lightning to get through, that the tow cable was revealed to belong to another tow truck.

"Oh" said Lightning, disappionted " I'm sorry. I thought you were my friend awhile ago. I heard his voice,"

"No, I'm just a fan" said the deep blue tow truck " have a blast in your next race,"

While Lightning drove off disappionted, Mater was being shoved into the back of a trailer.

"You really care for that racecar don't you" said Professor Z to Mater " a shame you couldn't warn him in time,"

The doors to the trailer slammed closed, a gas started to fill the room. Mater tried hard not to breathe it in, but it was no use. Seconds later he blacked out, his entire fate now lying in Professor Z's hands.


	7. Chapter 7: The Clock Is Ticking

**Ch.7: The Clock Is Ticking**

When Mater awoke he was weary and and sad. Awakening from a nightmare that showed him just how everyone in the world truly sees him, as a fool. His tune quickly changed however once he got a good look where he was at.

The poor, rusty tow truck had been tied to the cieling in the clock tower, hovering dangerously over some of it's rotating gears. Attached to one of those gears were Finn and Holley, minutes away from being crushed.

"Where are we?" shouted Mater.

"London" said Finn " inside Big Bentley,"

With that said a minute passed, and the three cars were edged even closer to thier deaths. Guilt instantly filled Mater's heart.

"This is all my fault" said Mater " everyone was right, I am just a fool,"

"Whoever called you a fool?" said Finn.

"You did!" shouted Mater. Finn's eyes went wide for a second before he responded.

"Ah, Mater" said Finn " I was complimenting on your cover as a spy...,"

"I'm not a spy!" Mater yelled, shocking both Finn and Holley " I'm just a tow truck! I've been trying to tell you all along!"

"Finn, he's not joking," said Holley, looking at Mater's serious face.

"I know," Finn thought.

Just then Grem and Acer decided to drive in, laughing evilly and looking up at Mater.

"To bad you didn't get to say goodbye to your friend" said Grem, as Acer readied the camera weapon " you could have saved him,"

In horror, Mater watched as Acer turned the camera towards the race, and targeted McQueen who was making his run. Any moment now, Mater expected to hear cheers of glee from the villians after they turned thier weapon on high. What he heard instead were curses of disappiontment.

"The weapon didn't work!" said Acer " McQueen's still alive!"

"Alright" said Grem " we go to Plan B then,"

"What's Plan B?" asked Mater.

"We planted a bomb in McQueen's crew pit" said Grem, smiling wickedly " next time he stops...,"

"Kaboom!" yelled Acer.

"Dad gum," said Mater, accidently calling out his guns again, spinning them againist the ropes. Grem and Acer just laughed, saying how they removed his bullets while Mater got a bright idea.

As soon as the two lemons packed up and left the tower, Mater started saying " Dad gum" over and over again. His gappling guns burning through the ropes, until they finally broke through. Finn and Holley cried out in horror as Mater plunged towards the rotating gears, but somehow the tow truck managed to survive and make it to safety.

"Good work Mater" said Finn " now go and help your friends,"

"But I can't just leave you two behind," said Mater.

"We'll be fine" said Finn " now go!"

Without anymore arguement, Mater rushed off to the pit to warn his friends. While he ran off, Holley managed to reverse the polarity on the clock tower and free Finn and herself. However, while they were breathing sighs of relief, Holley noticed something on the floor.

"Oh no, that's Mater's air filter," said Holley.

" I knew his escape was to easy" said Finn " Holley, go after Mater and warn him about the bomb,"

"Right away!" said Holley, turning into jet mode then flew off after Mater.

* * *

Meanwhile Mater had made it to the pits, and was surprised to almost every friend he had in Radiator Springs gathered there.

"What are you guys doing here?" said Mater, shocked.

"We came here for you Mater" said Sally " when we called and didn't find you in Radiator Springs everyone got worried about you,"

"Well you guys got to get out of here" said Mater " there's a bomb in this pit set to go off when McQueen gets back,"

"A bomb!" shouted everyone, then Mater got a call from Holley.

"Mater. Holley." said Holley " the bomb is not in the pits. The bomb has been placed as your air filter. You're the bomb!"

Stunned, Mater blew off his engine lid, and sure enough, a green, ticking time bomb had been blotted down on his engine. Things got even worse when Lightning started to drive up, and looked overjoyed at seeing Mater, not knowing what danger he was rolling into.

Despite Mater's pleas to stay back, Lightning continued to drive forward, desperate to apologize to his friend, when Mater started driving backwards away from him. Announcers who were watching the race from the viewing box were stunned to see a backwards-driving tow truck being chased by a racecar that they nearly threw out thier oil.

Mater may have had some skills, but Lightning McQueen had speed. Soon the red racecar caught to Mater and grabbed hold of his tow table. Mater yelled "Get Away!" and the rockets on his backside activated blasting him and Lightning forward.

Professor Z grinned and tried to activate the bomb as Mater and McQueen, but thanks to their current rocket boost both cars were propelled out of range. Holley cornerd the Professor and managed to capture him before he could escape, before signalling to Mater that he was out of range.

Mater finally slowed to a stop, and before Lightning could press his best friend for answers, they were suddenly surrounded by a herd of lemon cars. Mater tried to talk some sense in them, but they didn't listen, and that's when the calvary arrived.

Finn, along with all of Lightning's friends came in and took out the whole lemon mob. After all those cars lay torn and defeated, Holley flew in with Professor Z in her clutches.

"Now" she demanded " how do we deactivate the bomb,"

"Voice activation of course" said Professor Z, smugly " everything is voice acitvated these days,"

"Deactivate!" said Mater hopefully.

"Voice denied," said the bomb, then it's timer went down by a minute.

"Turn it off!" demanded Finn.

"Hmph, deactivate!" said Professor Z.

"Voice denied," said the bomb, then went down by another minute.

"Well it wasn't me," laughed Professor Z, before being shocked unconious by Holley.

Guido immediately moved in with his wrenches, but none of them seemed to fit the bolts that held the bomb in place. A lightbulb suddenly went off in Mater's mind, as he realized who implanted him the bomb.

"That's it!" said Mater, suddenly rushing off.

"What's it?" asked Lightning, grabbing Mater's cable as he blasted and flew off, using his chute as a glide, heading back towards the racecourse where Miles Axelrod was talking to the Queen. Finn and Holley followed after them, curious as well.

After a bit of excitement Mater explianed to everyone that it was Miles Axelrod that had been sabatodging the whole Grand Prix. He figured the whole thing out when he saw the bolts were a rare breed, kind of like the ones Mr. Axelrod wears.

Also Mater noticed that Miles seemed to actually hiding the fact that he wasn't an electric car, seeing how he heard Axelrod's voice while at the casinio, and asked Holley to show the picture about the engine, claiming Miles had that same engine underneath his hood.

As Mater edged closer with each and every accusation, the bomb ticking away at it's last few seconds, Holley asked why Axelrod would go to so much trouble.

"To gain a fortune on gasoline at his oil plantions so he could pay off the lemons and himself," said Mater. The bomb was on it's last few seconds and Axelrod was shaking in fear.

"Deactivate!" he shouted.

"Voice accepted," said the bomb, and turned off.

Mater grinned at his success as Miles and the rest of the lemon cars were hauled off to jail. Later, at the Queen's palace Mater was made an honorary knight in his bravery for solving this mysterious spy caper.

"Let's go home buddy," said Mater to Lightning.

"Yes lets," said Lightning.


	8. Chapter 8: Turbo Mater

**Ch.8: Turbo Mater**

With the World Grand Prix offically canceled, all the racecars that had one more race to complete went to Radiator Springs just to race for fun. At first the locals didn't believe Mater's story about spy cars and secret weapons until Holley and Finn decided to drop in.

There, in front everyone, Holley admited that she was now Mater's girlfriend, which made Guido's and Luigi's mouths drop open in shock. Sally noticed a dent on Holley's side and offered for Ramone to fix it up for her, but Holley declined.

"No don't" she said, smiling at Mater " it's valueable" To which he smiled back.

"You know Mater" said Lightning, driving up next to Mater " there's still one thing I don't get. If I was hit by those guys radiation weapon, why didn't I explode,"

"I don't know," said Mater looking at his spy buddies.

"We never figured that out either," said Finn.

Suddenly, all eyes turned to Fillmore, who was trying to hide a smug grin.

"If your sugguesting I switched away the Allinol and replaced it with my own organic fuel mixture your wrong" said Fillmore, pointing to Sarge " it was him,"

"I just didn't trust it anymore with all those accidents occuring," said Sarge, passively.

"Tree hugger," said Fillmore.

* * *

Minutes later, the first Radiator Springs Grand Prix was on the way, and all the racecars sped off from the starting line. Mater, Holley, and Finn were watching the race from the sidelines, when Siddely suddenly landed off in the field.

"Looks like our ride is here," said Finn.

"You guys are leaving already?" asked Mater surprised.

"Got another mission to attend to' said Finn, smiling at Mater " we just came here to pick up one last piece,"

It didn't take Mater long to figure out what Finn meant, and politely declined.

"Sorry" said Mater " but my place is here,"

"Understood" said Holley " but I'll be back soon. You still owe me that first date,"

"I bet the Queen will understand" said Finn to Mater " but if there's anything we can ever do for you just let us know,"

"I sure appreicate that thank you" said Mater, then thought it over " actually, there is one thing...,"

* * *

Seconds later, Mater was blasting down the racetrack, going super fast thanks to the rockets on his back. Franscesco couldn't believe it when a tow truck managed to go past him and catch up to Lightning McQueen.

"Check it out!" Mater said to McQueen " they let me keep the rockets!"

"Alright!" said McQueen, with a grin " race you to the finish line!"

"Not if I beat you there!" said Mater.

And with that said both best friends raced off together, leaving laughter and dustclouds following in their wake.

**The End**


End file.
